ABSTRACT: Hepatocellular carcinoma (HCC), also known as liver cancer, is one of the leading causes of cancer death world wide. Molecular genetics underlying hepatocarcinogenesis are still poorly understood. One of the signaling pathways that have been implicated in HCC development is the Ras/MAPK pathway, as it has been shown that this pathway is activated in virtually all human HCC. However, Ras or B-Raf mutations are extremely rare in this malignancy. So how does Ras/MAPK signaling get activated in human HCC? In our previous genome-wide expression studies, we identified a large list of genes whose expression levels are de- regulated in human HCC samples. Using bioinformatics analysis, we identified Spry2 and EphA2, both feedback negative inhibitors of the Ras/MAPK signaling to be down-regulated in human HCC samples in a concomitant manner. To address the potential roles of Spry2 and EphA2 during HCC pathogenesis, we developed novel mouse models for these two genes. We show that inhibition of Spry activity by a dominant negative form of Spry2 (Spry2Y55F) cooperates with activated -catenin to induce liver cancer formation, and loss of EphA2 sensitizes DENA induced hepatic carcinogenesis in mice. These novel mouse models provide compelling evidence that Spry2 and EphA2 can indeed directly contribute to HCC pathogenesis in vivo and function as tumor suppressor genes. Based on these preliminary studies, we hypothesize that the loss of Spry2 and/or EphA2 leads to aberrant activation of the Ras/MAPK signaling pathway and cooperates with other genetic alterations to promote HCC pathogenesis. The hypotheses will be tested in three aims. In Aim one, we will define the regulation and roles of Spry2 in HCC pathogenesis; In Aim two, we will determine the effects of loss of EphA2 expression in HCC development; and in Aim three, we will investigate the functions of concomitant downregulation of Spry2 and EphA2 during hepatic carcinogenesis. Altogether, the goal of this application is to characterize the functional significance of Spry2 and EphA2 in HCC, and to elucidate novel mechanisms of activation of the Ras/MAPK pathway in the absence of Ras or B-Raf gene mutations during HCC pathogenesis. These mouse models can be used in drug screens to identify and test the efficacy of small molecules or antibodies that target Ras/MAPK pathway. These projects represent exciting and important functional genomic studies stemmed from a descriptive genomic analysis and will likely unveil novel molecular mechanisms for HCC pathogenesis.